Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐
LightPath Technologies, Inc.
On May 7, 2026, LightPath Technologies, Inc. issued a press release announcing the results for its fiscal 2026 third quarter ended March 31, 2026. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
LightPath Technologies Reports Fiscal 2026 Third Quarter Financial Results
ORLANDO, FL – May 7, 2026 – LightPath Technologies, Inc. (NASDAQ: LPTH) ("LightPath," the "Company," "we," or "our"), a leading provider of next-generation optics and imaging systems for both defense and commercial applications, today announced financial results for its fiscal third quarter ended March 31, 2026.
Financial Summary:
| |
|
Three Months Ended March 31,
|
|
|
$ in millions
|
|
2026
|
|
|
2025
|
|
|
% Change
|
|
|
Revenue
|
|
$ |
19.1 |
|
|
$ |
9.2 |
|
|
|
109 |
% |
|
Gross Profit
|
|
$ |
7.0 |
|
|
$ |
2.7 |
|
|
|
161 |
% |
|
Operating Expenses*
|
|
$ |
11.2 |
|
|
$ |
6.1 |
|
|
|
83 |
% |
|
Net Loss
|
|
$ |
(4.1 |
) |
|
$ |
(3.6 |
) |
|
|
15 |
% |
|
Adjusted EBITDA** (non-GAAP)
|
|
$ |
1.1 |
|
|
$ |
(1.6 |
) |
|
|
170 |
% |
*Inclusive of $3.4 million and $0.1 million, respectively, for change in fair value of acquisition earnout liabilities.
**Reconciliation of this non-GAAP financial measure is provided below.
Third Quarter Fiscal 2026 & Subsequent Highlights:
| |
●
|
Ended the third quarter of fiscal 2026 with a record order backlog of approximately $110.6 million, an increase of 196% from $37.4 million as of June 30, 2025, reflecting growing customer demand for infrared cameras, assemblies, and BlackDiamond™ based optical solutions. |
| |
●
|
Acquired the assets of Amorphous Materials, Inc. (“AM”) in January 2026, an industrial manufacturer with complementary Chalcogenide glass melting technologies for large diameter optics, adding a second U.S. manufacturing location for BlackDiamond™ glass.
|
| |
●
|
Hosted an Investor Day in February 2026, during which management outlined the Company’s updated three pillar growth strategy targeting in excess of $300 million in annual revenue within five years, anchored by assemblies, infrared camera systems, and large defense programs. |
| |
●
|
Appointed Doug Schoen as Senior Vice President of Global Sales and Ryan Workman as Vice President, Business Development & Product Management in April 2026, adding more than 40 combined years of defense, aerospace, and Electro-Optical/Infrared business development experience to accelerate conversion of pipeline into contracted revenue.
|
Management Commentary
Sam Rubin, President and Chief Executive Officer of LightPath, said: “The third quarter of fiscal 2026 demonstrated continued execution against our vertically integrated strategy, with revenue growing 109% year over year to $19.1 million and gross profit expanding 161% year over year to $7.0 million. We delivered our third consecutive quarter of positive adjusted EBITDA and ended the quarter with a record order backlog of $110.6 million, up 196% from the start of the fiscal year. The scale and quality of our backlog is the clearest indication yet that LightPath has established itself as a mission critical supplier for some of the most important optical and infrared imaging programs in the U.S. and allied defense industrial base.
“The strategic thesis we have been executing against for the past several years continues to be reinforced by customer behavior and U.S. government policy. The Fiscal Year 2026 National Defense Authorization Act directs the U.S. Department of War to eliminate reliance on optical glass and optical systems sourced from certain foreign nations by January 1, 2030. Our broad offering of BlackDiamond™ chalcogenide glasses, including those licensed exclusively from the U.S. Naval Research Laboratory, along with our infrared cameras, assemblies, and thermal imaging systems, are already designed, manufactured, and delivered in alignment with those requirements. With the addition of AM, we now operate two U.S. based BlackDiamond™ glass production sites and have expanded our infrared glass portfolio to roughly 20 proprietary compositions, which is among the broadest selection of infrared materials available anywhere.
“Our February Investor Day laid out where we go from here. We are organizing the business around three pillars of growth: optical assemblies, infrared camera systems, and large defense programs of record. Each pillar has an addressable market measured in hundreds of millions to billions of dollars, and each is enabled by the same underlying BlackDiamond™, molding, coating, and camera technologies. Programs such as NGSRI, SPEIR, Apache, border surveillance, and counter UAS are no longer theoretical; they are in production or nearing it, and they increasingly carry BlackDiamond™ content. We are on track to complete the redesign of G5’s cooled infrared camera family onto BlackDiamond™ by the end of summer 2026, and beleive that this will position LightPath to meet long range camera demand at scale while competitors continue to work through the Germanium supply constraint.
“With a strong balance sheet, two operating glass manufacturing facilities, an expanded camera portfolio, and a deeper senior commercial leadership team following the appointments of Doug Schoen and Ryan Workman, we believe LightPath is well positioned to continue converting our record backlog into revenue, expand margins as volume scales, and pursue further accretive M&A that accelerates our transition into a platform provider of mission critical optical and imaging solutions,” concluded Rubin.
Third Quarter Fiscal 2026 Financial Results
Revenue for the third quarter of fiscal 2026 increased 109% to $19.1 million, as compared to $9.2 million in the same quarter of the prior fiscal year. Revenue was split amongst the Company’s product groups in the third quarter of fiscal 2026 and the same quarter of the prior fiscal year as follows:
|
Product Group Revenue ($ in millions)***
|
|
Third Quarter of Fiscal 2026
|
|
|
Third Quarter of Fiscal 2025
|
|
|
% Change
|
|
|
Infrared ("IR") Components
|
|
$ |
6.1 |
|
|
$ |
3.6 |
|
|
|
69%
|
|
|
Visible Components
|
|
$ |
4.0 |
|
|
$ |
2.8 |
|
|
|
40%
|
|
|
Assemblies & Modules
|
|
$ |
8.4 |
|
|
$ |
1.9 |
|
|
|
355%
|
|
|
Engineering Services
|
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
|
(29)%
|
|
*** Numbers may not foot due to rounding
Gross profit increased 161.1% to $7.0 million, or 36% of total revenues, in the third quarter of fiscal 2026, as compared to $2.7 million, or 29% of total revenues, in the same year-ago quarter. The increase in gross margin as a percentage of revenue was primarily driven by the increase in revenue from assemblies and modules, which generally carry higher margins, as well as an improved infrared component mix and manufacturing yields.
Operating expenses for the third quarter of fiscal 2026 include a fair value adjustment of $3.4 million related to the G5 earnout liability, which will continue to be adjusted through operating expenses until it is fully paid out. Excluding this amount, operating expenses increased $1.8 million, or 30%, to $7.8 million for the third quarter of fiscal 2026, as compared to $6.0 million in the same year-ago quarter. The increase was primarily driven by integration of G5 Infrared and AM, increased sales and marketing spend, higher information technology spend to meet customer security requirements, and increased SG&A personnel costs.
Net loss in the third quarter of fiscal 2026 totaled $4.1 million, or $0.07 per basic and diluted share, as compared to $3.6 million, or $0.44 per basic and diluted share, in the same year-ago quarter. The year-over-year change in net loss was primarily attributable to the change in fair value of acquisition liabilities for the earnout related to the acquisition of G5 Infrared.
Adjusted EBITDA** for the third quarter of fiscal 2026 was $1.1 million, as compared to an adjusted EBITDA loss of $1.6 million for the same year-ago quarter. The increase was primarily attributable to the increase in gross profit, driven by higher sales, partially offset by increased SG&A and new product development costs.
Cash and cash equivalents as of March 31, 2026 totaled $55.2 million, as compared to $4.9 million as of June 30, 2025. Total backlog as of March 31, 2026 was approximately $110.6 million, an increase of 196% compared to $37.4 million as of June 30, 2025.
Third Quarter Fiscal 2026 Earnings Call
Management will host an investor conference call at 5:00 p.m. Eastern time today, Thursday, May 7, 2026, to discuss the Company's third quarter fiscal 2026 financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate, please use the following information:
Q3 FY2026 Earnings Conference Call
Date: Thursday, May 7, 2026
Time: 5:00 p.m. Eastern time
U.S. Dial-in: 1-833-316-1983
International Dial-in: 1-785-838-9310
Conference ID: LIGHT
Webcast: LPTH Q3 FY2026 Earnings Conference Call
Please join at least five minutes before the start of the call to ensure timely participation.
A playback of the call will be available through Thursday, May 21, 2026. To listen, please call 1-844-512-2921 within the United States and Canada or 1-412-317-6671 when calling internationally, using replay pin number 11161627. A webcast replay will also be available using the webcast link above.
About LightPath Technologies
LightPath Technologies, Inc. (NASDAQ: LPTH) is a leading provider of next-generation optics and imaging systems for both defense and commercial applications. As a vertically integrated solutions provider with in-house engineering design support, LightPath's family of custom solutions range from proprietary BlackDiamond™ chalcogenide-based glass materials – sold under exclusive license from the U.S. Naval Research Laboratory – to complete infrared optical systems and thermal imaging assemblies. The Company's primary manufacturing footprint is located in Orlando, Florida with additional facilities in Texas, New Hampshire, Latvia and China. To learn more, please visit www.lightpath.com.
**Use of Non-GAAP Financial Measures
To provide investors with additional information regarding financial results, this press release includes references to EBITDA and adjusted EBITDA, which are non-GAAP financial measures. The Company calculates EBITDA by adjusting net income to exclude net interest expense, income tax expense or benefit, depreciation, and amortization. We also calculate adjusted EBITDA, which excludes, as applicable: (1) stock compensation expenses; (2) the loss on extinguishment of debt; (3) the effect of the non-cash income or expense associated with the mark-to-market adjustments, related to the warrants; (4) the effect of non-cash income or expenses associated with the fair value adjustments related to the acquisition earnout liabilities; (5) acquisition costs, including legal fees and due diligence; and (6) the effect of foreign exchange gains or losses.
A "non-GAAP financial measure" is generally defined as a numerical measure of a company's historical or future performance that excludes or includes amounts, or is subject to adjustments, so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP. The Company's management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. Management also believes that these non-GAAP financial measures enhance the ability of investors to analyze underlying business operations and understand performance. In addition, management may utilize these non-GAAP financial measures as guides in forecasting, budgeting, and planning. Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures presented in accordance with GAAP. A reconciliation of these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP is presented in the table below.
LIGHTPATH TECHNOLOGIES, INC.
Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure
| |
|
(unaudited)
|
|
|
|
|
| |
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
| |
|
March 31,
|
|
|
March 31,
|
|
| |
|
2026
|
|
|
2025
|
|
|
2026
|
|
|
2025
|
|
|
Net loss
|
|
$ |
(4,106,287 |
) |
|
$ |
(3,582,460 |
) |
|
$ |
(16,404,698 |
) |
|
$ |
(7,817,202 |
) |
|
Depreciation and amortization
|
|
|
1,263,005 |
|
|
|
1,463,150 |
|
|
|
3,717,691 |
|
|
|
3,356,752 |
|
|
Income tax provision
|
|
|
91,390 |
|
|
|
100,031 |
|
|
|
203,216 |
|
|
|
160,192 |
|
|
Interest (income) expense
|
|
|
(271,641 |
) |
|
|
486,833 |
|
|
|
282,235 |
|
|
|
805,246 |
|
|
EBITDA
|
|
$ |
(3,023,533 |
) |
|
$ |
(1,532,446 |
) |
|
$ |
(12,201,556 |
) |
|
$ |
(3,495,012 |
) |
|
Stock-based compensation
|
|
|
562,966 |
|
|
|
239,134 |
|
|
|
1,261,577 |
|
|
|
745,155 |
|
|
Loss on extinguishment of debt
|
|
|
— |
|
|
|
418,502 |
|
|
|
506,280 |
|
|
|
418,502 |
|
|
Change in fair value of warrant liability
|
|
|
— |
|
|
|
(870,554 |
) |
|
|
— |
|
|
|
(870,554 |
) |
|
Change in fair value of acquisition earnout liabilities
|
|
|
3,393,000 |
|
|
|
130,445 |
|
|
|
12,234,529 |
|
|
|
130,445 |
|
|
Acquisition costs
|
|
|
145,539 |
|
|
|
— |
|
|
|
220,175 |
|
|
|
— |
|
|
Foreign exchange loss (gain)
|
|
|
59,195 |
|
|
|
(7,627 |
) |
|
|
115,264 |
|
|
|
(11,701 |
) |
|
Adjusted EBITDA
|
|
$ |
1,137,167 |
|
|
$ |
(1,622,546 |
) |
|
$ |
2,136,269 |
|
|
$ |
(3,083,165 |
) |
|
% of revenue
|
|
|
6 |
% |
|
|
-18 |
% |
|
|
4 |
% |
|
|
-12 |
% |
Forward-Looking Statements
This press release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "guidance," "plan," "estimate," "will," "would," "project," "maintain," "intend," "expect," "anticipate," "prospect," "strategy," "future," "likely," "may," "should," "believe," "continue," "opportunity," "potential," and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, without limitation, statements regarding expectations, beliefs, hopes, intentions or strategies regarding, among other things, the Company’s ability to execute on its growth strategy to deliver revenue growth and value to its shareholders; the Company’s belief that it has established itself as a mission critical supplier for programs in the U.S. and allied defense industrial base; the Company’s expectations regarding customer behavior and U.S. government policy; the Company’s expectations regarding its timing of the redesign of G5’s infrared products; the Company’s ability to grow its backlog, expand margins as volume scales and pursue acquisitions, as well as other statements that are other than historical fact. These forward-looking statements are based on information available at the time the statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the likelihood that the impact of varying demand for the Company products; the U.S. government's initiatives to move away from using optical systems from certain foreign nations; the inability of the Company to sustain profitable sales growth, convert inventory to cash, or reduce its costs to maintain competitive prices for its products; circumstances or developments that may make the Company unable to implement or realize the anticipated benefits, or that may increase the costs, of its current and planned business initiatives; the Company's reliance on a few key customers; the ability of the Company to obtain needed raw materials and components from its suppliers; the impact that international tariffs may have on our business and results of operations; the impact of political and other risks as a result of our sales to internal customers and/or our sourcing of materials from international suppliers; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; geopolitical tensions, the Russian-Ukraine conflict, and the Hamas-Israel war; the effects of steps that the Company could take to reduce operating costs; and those factors detailed by the Company in its public filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K and other filings with the SEC. Should one or more of these risks, uncertainties, or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations Contact
Lucas A. Zimmerman
Managing Director
MZ Group – MZ North America
LPTH@mzgroup.us
+1 (949) 259-4987
LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Balance Sheets
(unaudited)
| |
|
March 31,
|
|
|
June 30,
|
|
| |
|
2026
|
|
|
2025
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
55,235,181 |
|
|
$ |
4,877,036 |
|
|
Trade accounts receivable, net of allowance of $49,017 and $24,495
|
|
|
10,797,645 |
|
|
|
9,455,310 |
|
|
Inventories, net
|
|
|
13,344,705 |
|
|
|
12,858,838 |
|
|
Prepaid expenses and deposits
|
|
|
3,440,598 |
|
|
|
1,142,661 |
|
|
Other current assets
|
|
|
185,503 |
|
|
|
40,150 |
|
|
Total current assets
|
|
|
83,003,632 |
|
|
|
28,373,995 |
|
| |
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
15,828,239 |
|
|
|
15,864,061 |
|
|
Operating lease right-of-use assets
|
|
|
8,406,283 |
|
|
|
7,429,378 |
|
|
Intangible assets, net
|
|
|
17,589,628 |
|
|
|
15,987,923 |
|
|
Goodwill
|
|
|
19,315,177 |
|
|
|
13,753,921 |
|
|
Deferred tax assets, net
|
|
|
22,233 |
|
|
|
22,571 |
|
|
Other assets
|
|
|
99,987 |
|
|
|
73,917 |
|
|
Total assets
|
|
$ |
144,265,179 |
|
|
$ |
81,505,766 |
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
6,030,975 |
|
|
$ |
7,421,430 |
|
|
Accrued liabilities
|
|
|
10,813,017 |
|
|
|
5,686,396 |
|
|
Accrued payroll and benefits
|
|
|
3,125,747 |
|
|
|
2,359,152 |
|
|
Operating lease liabilities, current
|
|
|
1,177,423 |
|
|
|
1,254,062 |
|
|
Loans payable, current portion
|
|
|
113,085 |
|
|
|
172,567 |
|
|
Finance lease obligation, current portion
|
|
|
271,015 |
|
|
|
206,518 |
|
|
Total current liabilities
|
|
|
21,531,262 |
|
|
|
17,100,125 |
|
|
Deferred tax liabilities, net
|
|
|
88,099 |
|
|
|
152,760 |
|
|
Accrued liabilities, noncurrent
|
|
|
— |
|
|
|
823,000 |
|
|
Finance lease obligation, less current portion
|
|
|
460,316 |
|
|
|
421,363 |
|
|
Operating lease liabilities, noncurrent
|
|
|
9,197,980 |
|
|
|
8,326,250 |
|
|
Loans payable, less current portion
|
|
|
103,661 |
|
|
|
4,804,990 |
|
|
Total liabilities
|
|
|
31,381,318 |
|
|
|
31,628,488 |
|
| |
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Series G Convertible Preferred Stock; $0.01 par value; 44,000 shares authorized; 17,346 and 24,956 shares issued and outstanding
|
|
$ |
23,794,184 |
|
|
$ |
34,232,510 |
|
| |
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock: Series D, $0.01 par value, voting; 500,000 shares authorized; none issued and outstanding
|
|
|
— |
|
|
|
— |
|
|
Common stock: Class A, $0.01 par value, voting; 94,500,000 shares authorized; 61,207,012 and 42,949,307 shares issued and outstanding
|
|
|
612,070 |
|
|
|
429,493 |
|
|
Additional paid-in capital
|
|
|
334,313,395 |
|
|
|
244,953,346 |
|
|
Accumulated other comprehensive income
|
|
|
1,285,667 |
|
|
|
978,686 |
|
|
Accumulated deficit
|
|
|
(247,121,455 |
) |
|
|
(230,716,757 |
) |
|
Total stockholders’ equity
|
|
|
89,089,677 |
|
|
|
15,644,768 |
|
|
Total liabilities, convertible preferred stock and stockholders’ equity
|
|
$ |
144,265,179 |
|
|
$ |
81,505,766 |
|
LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
| |
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
| |
|
March 31,
|
|
|
March 31,
|
|
| |
|
2026
|
|
|
2025
|
|
|
2026
|
|
|
2025
|
|
|
Revenue, net
|
|
$ |
19,149,814 |
|
|
$ |
9,167,627 |
|
|
$ |
50,559,747 |
|
|
$ |
24,992,837 |
|
|
Cost of sales
|
|
|
12,193,531 |
|
|
|
6,503,526 |
|
|
|
33,100,562 |
|
|
|
17,553,476 |
|
|
Gross profit
|
|
|
6,956,283 |
|
|
|
2,664,101 |
|
|
|
17,459,185 |
|
|
|
7,439,361 |
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
6,296,286 |
|
|
|
4,448,359 |
|
|
|
16,539,617 |
|
|
|
11,075,005 |
|
|
New product development
|
|
|
1,041,794 |
|
|
|
757,938 |
|
|
|
2,658,051 |
|
|
|
1,998,775 |
|
|
Amortization of intangible assets
|
|
|
477,245 |
|
|
|
779,025 |
|
|
|
1,378,295 |
|
|
|
1,469,512 |
|
|
Change in fair value of acquisition earnout liabilities
|
|
|
3,393,000 |
|
|
|
130,445 |
|
|
|
12,234,529 |
|
|
|
130,445 |
|
|
Loss on disposal of property and equipment
|
|
|
— |
|
|
|
2,068 |
|
|
|
4,016 |
|
|
|
80,505 |
|
|
Total operating expenses
|
|
|
11,208,325 |
|
|
|
6,117,835 |
|
|
|
32,814,508 |
|
|
|
14,754,242 |
|
|
Operating loss
|
|
|
(4,252,042 |
) |
|
|
(3,453,734 |
) |
|
|
(15,355,323 |
) |
|
|
(7,314,881 |
) |
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
271,641 |
|
|
|
(486,833 |
) |
|
|
(282,235 |
) |
|
|
(805,246 |
) |
|
Loss on extinguishment of debt
|
|
|
— |
|
|
|
(418,502 |
) |
|
|
(506,280 |
) |
|
|
(418,502 |
) |
|
Change in fair value of warrant liability
|
|
|
— |
|
|
|
870,554 |
|
|
|
— |
|
|
|
870,554 |
|
|
Other expense (income), net
|
|
|
(34,496 |
) |
|
|
6,086 |
|
|
|
(57,644 |
) |
|
|
11,065 |
|
|
Total other income (expense)
|
|
|
237,145 |
|
|
|
(28,695 |
) |
|
|
(846,159 |
) |
|
|
(342,129 |
) |
|
Loss before income taxes
|
|
|
(4,014,897 |
) |
|
|
(3,482,429 |
) |
|
|
(16,201,482 |
) |
|
|
(7,657,010 |
) |
|
Income tax provision
|
|
|
91,390 |
|
|
|
100,031 |
|
|
|
203,216 |
|
|
|
160,192 |
|
|
Net loss
|
|
$ |
(4,106,287 |
) |
|
$ |
(3,582,460 |
) |
|
$ |
(16,404,698 |
) |
|
$ |
(7,817,202 |
) |
|
Foreign currency translation adjustment
|
|
|
1,739 |
|
|
|
120,572 |
|
|
|
306,981 |
|
|
|
(58,869 |
) |
|
Comprehensive loss
|
|
$ |
(4,104,548 |
) |
|
$ |
(3,461,888 |
) |
|
$ |
(16,097,717 |
) |
|
$ |
(7,876,071 |
) |
|
Loss per common share (basic)
|
|
$ |
(0.07 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.33 |
) |
|
$ |
(0.19 |
) |
|
Number of shares used in per share calculation (basic)
|
|
|
58,628,741 |
|
|
|
41,363,643 |
|
|
|
49,572,872 |
|
|
|
40,209,657 |
|
|
Loss per common share (diluted)
|
|
$ |
(0.07 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.33 |
) |
|
$ |
(0.19 |
) |
|
Number of shares used in per share calculation (diluted)
|
|
|
58,628,741 |
|
|
|
41,363,643 |
|
|
|
49,572,872 |
|
|
|
40,209,657 |
|
LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(unaudited)
| |
|
Temporary Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
| |
|
Series G Convertible
|
|
|
Class A
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
Total
|
|
| |
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
| |
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balances at June 30, 2025
|
|
|
24,956 |
|
|
$ |
34,232,510 |
|
|
|
42,949,307 |
|
|
$ |
429,493 |
|
|
$ |
244,953,346 |
|
|
$ |
978,686 |
|
|
$ |
(230,716,757 |
) |
|
$ |
15,644,768 |
|
|
Issuance of common stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options, RSUs & RSAs, net
|
|
|
— |
|
|
|
— |
|
|
|
8,583 |
|
|
|
86 |
|
|
|
(86 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock under private equity placement
|
|
|
— |
|
|
|
— |
|
|
|
1,600,000 |
|
|
|
16,000 |
|
|
|
7,878,045 |
|
|
|
— |
|
|
|
— |
|
|
|
7,894,045 |
|
|
Issuance of common stock for acquisition of Visimid
|
|
|
— |
|
|
|
— |
|
|
|
112,323 |
|
|
|
1,123 |
|
|
|
348,877 |
|
|
|
— |
|
|
|
— |
|
|
|
350,000 |
|
|
Stock-based compensation on stock options, RSUs & RSAs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
349,624 |
|
|
|
— |
|
|
|
— |
|
|
|
349,624 |
|
|
Foreign currency translation adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,383 |
|
|
|
— |
|
|
|
92,383 |
|
|
Net loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,893,002 |
) |
|
|
(2,893,002 |
) |
|
Balances at September 30, 2025
|
|
|
24,956 |
|
|
$ |
34,232,510 |
|
|
|
44,670,213 |
|
|
$ |
446,702 |
|
|
$ |
253,529,806 |
|
|
$ |
1,071,069 |
|
|
$ |
(233,609,759 |
) |
|
$ |
21,437,818 |
|
|
Issuance of common stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options, RSUs & RSAs, net
|
|
|
— |
|
|
|
— |
|
|
|
120,234 |
|
|
|
1,203 |
|
|
|
(1,203 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exercise of warrants
|
|
|
— |
|
|
|
— |
|
|
|
739,730 |
|
|
|
7,397 |
|
|
|
(7,397 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock under public equity placement
|
|
|
— |
|
|
|
— |
|
|
|
8,912,500 |
|
|
|
89,125 |
|
|
|
65,251,709 |
|
|
|
— |
|
|
|
— |
|
|
|
65,340,834 |
|
|
Stock-based compensation on stock options, RSUs & RSAs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
348,986 |
|
|
|
— |
|
|
|
— |
|
|
|
348,986 |
|
|
Foreign currency translation adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
212,859 |
|
|
|
— |
|
|
|
212,859 |
|
|
Net loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,405,409 |
) |
|
|
(9,405,409 |
) |
|
Balances at December 31, 2025
|
|
|
24,956 |
|
|
$ |
34,232,510 |
|
|
|
54,442,677 |
|
|
$ |
544,427 |
|
|
$ |
319,121,901 |
|
|
$ |
1,283,928 |
|
|
$ |
(243,015,168 |
) |
|
$ |
77,935,088 |
|
|
Issuance of common stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan
|
|
|
— |
|
|
|
— |
|
|
|
2,302 |
|
|
|
23 |
|
|
|
24,839 |
|
|
|
— |
|
|
|
— |
|
|
|
24,862 |
|
|
Exercise of stock options, RSUs & RSAs, net
|
|
|
— |
|
|
|
— |
|
|
|
112,723 |
|
|
|
1,127 |
|
|
|
11,376 |
|
|
|
— |
|
|
|
— |
|
|
|
12,503 |
|
|
Exercise of warrants
|
|
|
— |
|
|
|
— |
|
|
|
2,728,968 |
|
|
|
27,290 |
|
|
|
(27,290 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Fees for issuance of common stock under public equity placement
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(98,293 |
) |
|
|
— |
|
|
|
— |
|
|
|
(98,293 |
) |
|
Issuance of common stock for acquisition of Amorphous
|
|
|
— |
|
|
|
— |
|
|
|
83,518 |
|
|
|
835 |
|
|
|
1,026,245 |
|
|
|
— |
|
|
|
— |
|
|
|
1,027,080 |
|
|
Issuance of common stock for acquisition of G5
|
|
|
— |
|
|
|
— |
|
|
|
297,445 |
|
|
|
2,974 |
|
|
|
3,146,968 |
|
|
|
— |
|
|
|
— |
|
|
|
3,149,942 |
|
|
Conversion of Series G Preferred to Common
|
|
|
(7,610 |
) |
|
|
(10,438,326 |
) |
|
|
3,539,379 |
|
|
|
35,394 |
|
|
|
10,402,932 |
|
|
|
— |
|
|
|
— |
|
|
|
10,438,326 |
|
|
Stock-based compensation on stock options, RSUs & RSAs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
704,717 |
|
|
|
— |
|
|
|
— |
|
|
|
704,717 |
|
|
Foreign currency translation adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,739 |
|
|
|
— |
|
|
|
1,739 |
|
|
Net loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,106,287 |
) |
|
|
(4,106,287 |
) |
|
Balances at March 31, 2026
|
|
|
17,346 |
|
|
$ |
23,794,184 |
|
|
|
61,207,012 |
|
|
$ |
612,070 |
|
|
$ |
334,313,395 |
|
|
$ |
1,285,667 |
|
|
$ |
(247,121,455 |
) |
|
$ |
89,089,677 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2024
|
|
|
— |
|
|
$ |
— |
|
|
|
39,254,643 |
|
|
$ |
392,546 |
|
|
$ |
245,140,758 |
|
|
$ |
509,936 |
|
|
$ |
(215,843,575 |
) |
|
$ |
30,199,665 |
|
|
Issuance of common stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan
|
|
|
— |
|
|
|
— |
|
|
|
8,232 |
|
|
|
82 |
|
|
|
10,290 |
|
|
|
— |
|
|
|
— |
|
|
|
10,372 |
|
|
Exercise of Stock Options, RSUs & RSAs, net
|
|
|
— |
|
|
|
— |
|
|
|
70,309 |
|
|
|
703 |
|
|
|
(703 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock for acquisition of Visimid
|
|
|
— |
|
|
|
— |
|
|
|
279,553 |
|
|
|
2,796 |
|
|
|
318,562 |
|
|
|
— |
|
|
|
— |
|
|
|
321,358 |
|
|
Stock-based compensation on stock options, RSUs & RSAs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
264,475 |
|
|
|
— |
|
|
|
— |
|
|
|
264,475 |
|
|
Foreign currency translation adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
271,594 |
|
|
|
— |
|
|
|
271,594 |
|
|
Net loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,622,745 |
) |
|
|
(1,622,745 |
) |
|
Balances at September 30, 2024
|
|
|
— |
|
|
$ |
— |
|
|
|
39,612,737 |
|
|
$ |
396,127 |
|
|
$ |
245,733,382 |
|
|
$ |
781,530 |
|
|
$ |
(217,466,320 |
) |
|
$ |
29,444,719 |
|
|
Issuance of common stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of Stock Options, RSUs & RSAs, net
|
|
|
— |
|
|
|
— |
|
|
|
229,097 |
|
|
|
2,291 |
|
|
|
(2,291 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Shares issued as compensation
|
|
|
— |
|
|
|
— |
|
|
|
49,000 |
|
|
|
490 |
|
|
|
89,180 |
|
|
|
— |
|
|
|
— |
|
|
|
89,670 |
|
|
Stock-based compensation on stock options, RSUs & RSAs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
231,581 |
|
|
|
— |
|
|
|
— |
|
|
|
231,581 |
|
|
Foreign currency translation adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(451,035 |
) |
|
|
— |
|
|
|
(451,035 |
) |
|
Net loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,611,997 |
) |
|
|
(2,611,997 |
) |
|
Balances at December 31, 2024
|
|
|
— |
|
|
$ |
— |
|
|
|
39,890,834 |
|
|
$ |
398,908 |
|
|
$ |
246,051,852 |
|
|
$ |
330,495 |
|
|
$ |
(220,078,317 |
) |
|
$ |
26,702,938 |
|
|
Issuance of preferred stock under private equity placement, net of fees
|
|
|
24,956 |
|
|
|
19,648,488 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of common stock for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan
|
|
|
— |
|
|
|
— |
|
|
|
1,137 |
|
|
|
11 |
|
|
|
4,002 |
|
|
|
— |
|
|
|
— |
|
|
|
4,013 |
|
|
Exercise of Stock Options, RSUs & RSAs, net
|
|
|
— |
|
|
|
— |
|
|
|
238,641 |
|
|
|
2,387 |
|
|
|
788 |
|
|
|
— |
|
|
|
— |
|
|
|
3,175 |
|
|
Issuance of common stock for acquisition of Visimid
|
|
|
— |
|
|
|
— |
|
|
|
102,700 |
|
|
|
1,027 |
|
|
|
391,561 |
|
|
|
— |
|
|
|
— |
|
|
|
392,588 |
|
|
Issuance of common stock for acquisition of G5
|
|
|
— |
|
|
|
— |
|
|
|
1,972,501 |
|
|
|
19,725 |
|
|
|
4,852,343 |
|
|
|
— |
|
|
|
— |
|
|
|
4,872,068 |
|
|
Issuance of common stock under private equity placement, net of fees
|
|
|
— |
|
|
|
— |
|
|
|
687,750 |
|
|
|
6,878 |
|
|
|
1,584,014 |
|
|
|
— |
|
|
|
— |
|
|
|
1,590,892 |
|
|
Issuance of warrants under private placement, net of fees
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
177,445 |
|
|
|
— |
|
|
|
— |
|
|
|
177,445 |
|
|
Preferred cumulative dividends plus accretion
|
|
|
— |
|
|
|
14,751,134 |
|
|
|
— |
|
|
|
— |
|
|
|
(14,751,134 |
) |
|
|
— |
|
|
|
— |
|
|
|
(14,751,134 |
) |
|
Stock-based compensation on stock options, RSUs & RSAs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
194,303 |
|
|
|
— |
|
|
|
— |
|
|
|
194,303 |
|
|
Foreign currency translation adjustment
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
120,572 |
|
|
|
— |
|
|
|
120,572 |
|
|
Net loss
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,582,460 |
) |
|
|
(3,582,460 |
) |
|
Balances at March 31, 2025
|
|
|
24,956 |
|
|
$ |
34,399,622 |
|
|
|
42,893,563 |
|
|
$ |
428,936 |
|
|
$ |
238,505,174 |
|
|
$ |
451,067 |
|
|
$ |
(223,660,777 |
) |
|
$ |
15,724,400 |
|
LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| |
|
Nine Months Ended
|
|
| |
|
March 31,
|
|
| |
|
2026
|
|
|
2025
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(16,404,698 |
) |
|
$ |
(7,817,202 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
3,717,691 |
|
|
|
3,356,752 |
|
|
Interest from amortization of loan issuance costs
|
|
|
90,124 |
|
|
|
161,905 |
|
|
Amortization of fair value of loan
|
|
|
90,321 |
|
|
|
— |
|
|
Loss on extinguishment of debt
|
|
|
506,280 |
|
|
|
418,502 |
|
|
Change in fair value of warrant liability
|
|
|
— |
|
|
|
(870,554 |
) |
|
Change in fair value of acquisition earnout liabilities
|
|
|
12,234,529 |
|
|
|
130,445 |
|
|
Earnout payment for acquisition of G5, net of financing portion
|
|
|
(3,813,587 |
) |
|
|
— |
|
|
Loss on disposal of property and equipment
|
|
|
4,016 |
|
|
|
80,505 |
|
|
Stock-based compensation on stock options, RSUs & RSAs, net
|
|
|
1,261,577 |
|
|
|
745,155 |
|
|
Provision for credit losses
|
|
|
(26,034 |
) |
|
|
(3,014 |
) |
|
Change in operating lease assets and liabilities
|
|
|
(181,814 |
) |
|
|
(91,582 |
) |
|
Inventory write-offs to allowance
|
|
|
215,129 |
|
|
|
135,625 |
|
|
Deferred taxes
|
|
|
(64,323 |
) |
|
|
(2,368 |
) |
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
(1,200,965 |
) |
|
|
(822,043 |
) |
|
Other current assets
|
|
|
(145,353 |
) |
|
|
73,362 |
|
|
Inventories
|
|
|
(247,597 |
) |
|
|
(1,206,340 |
) |
|
Prepaid expenses and deposits
|
|
|
(2,182,257 |
) |
|
|
(360,439 |
) |
|
Accounts payable and accrued liabilities
|
|
|
1,030,382 |
|
|
|
389,844 |
|
|
Net cash used in operating activities
|
|
|
(5,116,579 |
) |
|
|
(5,681,447 |
) |
| |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(1,844,395 |
) |
|
|
(580,726 |
) |
|
Proceeds from sale of equipment
|
|
|
— |
|
|
|
10,648 |
|
|
Acquisition of Amorphous
|
|
|
(7,000,111 |
) |
|
|
— |
|
|
Acquisition of G5
|
|
|
— |
|
|
|
(20,250,011 |
) |
|
Net cash used in investing activities
|
|
|
(8,844,506 |
) |
|
|
(20,820,089 |
) |
| |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
12,503 |
|
|
|
3,175 |
|
|
Proceeds from sale of common stock from Employee Stock Purchase Plan
|
|
|
24,862 |
|
|
|
14,385 |
|
|
Proceeds from issuance of common stock under public equity placement, net of fees
|
|
|
65,242,541 |
|
|
|
— |
|
|
Proceeds from issuance of common stock under private equity placement, net of fees
|
|
|
7,894,045 |
|
|
|
437,725 |
|
|
Proceeds from issuance of preferred stock under private equity placement, net of fees
|
|
|
— |
|
|
|
18,842,138 |
|
|
Proceeds from issuance of warrants under private equity placement, net of fees
|
|
|
— |
|
|
|
4,620,561 |
|
|
Earnout payment for acquisition of G5, net of operating portion
|
|
|
(3,536,471 |
) |
|
|
— |
|
|
Deferred payment for acquisition of Visimid
|
|
|
— |
|
|
|
(125,000 |
) |
|
Borrowings on loans payable
|
|
|
— |
|
|
|
6,659,596 |
|
|
Loan issuance costs
|
|
|
— |
|
|
|
(597,465 |
) |
|
Payments on loans payable
|
|
|
(5,442,930 |
) |
|
|
(149,118 |
) |
|
Repayment of finance lease obligations
|
|
|
(168,089 |
) |
|
|
(133,711 |
) |
|
Net cash provided by financing activities
|
|
|
64,026,461 |
|
|
|
29,572,286 |
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
292,769 |
|
|
|
(72,133 |
) |
|
Change in cash and cash equivalents
|
|
|
50,358,145 |
|
|
|
2,998,617 |
|
|
Cash and cash equivalents, beginning of period
|
|
|
4,877,036 |
|
|
|
3,480,268 |
|
|
Cash and cash equivalents, end of period
|
|
$ |
55,235,181 |
|
|
$ |
6,478,885 |
|
| |
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$ |
390,457 |
|
|
$ |
66,136 |
|
|
Income taxes paid
|
|
$ |
194,527 |
|
|
$ |
118,016 |
|
|
Supplemental disclosure of non-cash investing & financing activities:
|
|
|
|
|
|
|
|
|
|
Purchase of equipment through finance lease arrangements
|
|
$ |
275,471 |
|
|
$ |
93,048 |
|
|
Operating right-of-use assets acquired in exchange for operating lease liabilities
|
|
$ |
1,956,911 |
|
|
$ |
— |
|
|
Issuance of common stock for acquisition of Visimid
|
|
$ |
350,000 |
|
|
$ |
713,946 |
|
|
Issuance of common stock for acquisition of G5, including earnouts
|
|
$ |
3,149,942 |
|
|
$ |
4,872,068 |
|
|
Issuance of common stock for acquisition of AML, including earnouts
|
|
$ |
1,027,080 |
|
|
$ |
— |
|
|
Accrual of earnout consideration for acquisition of G5
|
|
$ |
— |
|
|
$ |
3,536,471 |
|
|
Accrual of earnout consideration for acquisition of AML
|
|
$ |
1,780,000 |
|
|
$ |
— |
|
|
Extinguishment of debt in exchange for common stock, preferred stock, warrants and a note
|
|
$ |
— |
|
|
$ |
3,057,110 |
|
